Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damage arising from the translation.
(Stock Exchange Code 3104)
June 5, 2024
To Shareholders with Voting Rights:
Masahide Inoue
Representative Director and President
Fujibo Holdings, Inc.
1-18-12 Nihonbashi Ningyocho, Chuo-ku,
Tokyo, JapanNOTICE OF CONVOCATION OF
THE 204TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
We are pleased to inform you that the 204th Annual General Meeting of Shareholders of Fujibo Holdings,
Inc. (the “Company”) will be held for the purposes as described below.
The Company has taken measures for electronic provision in convening this General Meeting of Shareholders
and posted matters subject to measures for electronic provision on the following website on the Internet.
Website of the Company:
https://www.fujibo.co.jp/ir/stock/stockholders/
In addition to the website above, the Company also posts the matters subject to measures for electronic
provision on the website of the Tokyo Stock Exchange, Inc. (TSE). To confirm the information, please visit theTSE website (TSE Listed Company Information Service) below.
TSE website (TSE Listed Company Information Service):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show*You can confirm the information by entering and searching for the issue name (company name) or the security code and select“Basic information” and “Documents for public inspection/PR information” in that order.

Instead of attending the meeting, you can exercise your voting rights in writing or via the Internet.
Please review the attached Reference Materials for the General Meeting of Shareholders, and thenindicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and returnit, or enter your vote for or against the proposals via the Internet, by 5:30 p.m. on Wednesday, June 26,
2024, Japan time.
1. Date and Time:
2. Place:

3. Meeting Agenda:
Matters to be reported:

Thursday, June 27, 2024 at 10:00 a.m. Japan time
10F, Kokusai Fashion Center Building (KFC Room 101 to 103)
1-6-1 Yokoami, Sumida-ku, Tokyo* The Company will not prepare souvenirs for shareholders attending themeeting. We appreciate your understanding.
1. The Business Report, Consolidated Financial Statements for the Company’s
204th Fiscal Year (April 1, 2023 - March 31, 2024) and results of audits by the
Accounting Auditor and the Board of Auditors of the Consolidated Financial
Statements
2. Non-consolidated Financial Statements for the Company’s 204th Fiscal Year
(April 1, 2023 - March 31, 2024)

Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Nine Directors
Proposal 3:
Election of One Auditor-1-4. Matters regarding the Convocation(1) When there is no indication of for or against for each of the proposals in a mailed Voting Rights
Exercise Form, the vote shall be deemed as approval.
(2) If voting rights are exercised both in writing and via the Internet, the voting rights exercised via theInternet shall be deemed valid.
(3) If voting rights are exercised multiple times via the Internet, the most recent voting rights exercised
shall be deemed valid.
◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception desk.
◎ Shareholders who have not requested a paper copy will receive the Reference Materials for the
General Meeting of Shareholders together with this Notice.
◎ Pursuant to laws and regulations and the Company’s Articles of Incorporation, the following matters
are not contained in the paper copy sent to shareholders who have requested it. As such, the paper
copy is a part of the documents that were audited by the Auditors and the Accounting Auditor forthe preparation of their audit reports.
 Notes to Consolidated Financial Statements
 Notes to Non-consolidated Financial Statements◎ Any revisions to matters subject to measures for electronic provision will be posted on each of thewebsites.

-2-

Reference Materials for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company considers the return of profits to shareholders its most important management issue, and incomprehensive consideration of factors such as the management environment and business results, strives to
distribute stable dividends over the long term.
Based on the above policy, the Company proposes a year-end dividend of ¥55 per share for the fiscal year
under review as described below. Added to the interim dividend of ¥55 per share, this gives a total dividend
for the year of ¥110 per share.
Items Related to the Year-end Dividend(1) Type of dividend property
Cash(2) Items related to the allocation of dividend property to shareholders and its total amount¥55 per common share
Total of ¥623,632,570(3) Effective date of the distribution of surplus
June 28, 2024

-3-

Proposal 2:

Election of Nine Directors

The terms of office of all eight Directors will expire at the conclusion of this year’s Annual General Meetingof Shareholders. Accordingly, in order to strengthen the management supervisory function, the Company
proposes the increase of the number of Outside Directors by one and the election of nine Directors, including
four Outside Directors.
With the aim to strengthen the corporate governance, the Company has established the Nomination
Committee, with a majority of the members being independent Outside Directors. Regarding the candidates
for Director, the Nomination Committee deliberates on the policy, procedures and original proposals, and theBoard of Directors determines the candidates for Director based on the recommendation of the Committee.
The candidates for Director are as follows:
No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1987
August 2015
January 2017
September 2017

January 2018
May 2018
Masahide Inoue(April 16, 1964)

November 2018

Reelection
1

April 2019

April 2020
June 2020

May 2021
June 2022

Joined the Company
General Manager, Functional Product Business Development
Department
Executive Officer, the Company; Representative Director &President, Fujibo Textile, Inc.
Executive Officer and General Manager, Osaka Branch, theCompany; Representative Director & President, Fujibo Textile,Inc.; Representative Director & President, Fujibo Trading Co.,
Ltd.; Representative Director & President, Angle Co., Ltd.
Executive Officer and General Manager, Functional ProductBusiness Development Department, the Company;
Representative Director & President, Fujibo Textile, Inc.
Executive Officer, the Company; Representative Director &President, Yanai Chemical Industry Co., Ltd.
Executive Officer and General Manager, Functional ProductBusiness Development Department, the Company;
Representative Director & President, Yanai Chemical Industry
Co., Ltd.
Executive Officer and General Manager, Functional ProductDevelopment Department, Near-Future Product Development
Supervisory Department, the Company; Representative Director& President, Yanai Chemical Industry Co., Ltd.
Executive Officer, the Company; Representative Director &President, Yanai Chemical Industry Co., Ltd.

Number ofshares of theCompany held

11,233

Director and Senior Executive Officer, the Company;
Representative Director & President, Yanai Chemical Industry
Co., Ltd.
Director and Senior Executive Officer, the Company
Representative Director and President / Executive President
To the present[Reason for nomination as candidate for Director]
After serving as a responsible person in development departments and as Representative Director & President of a businesssubsidiary, Mr. Masahide Inoue has served as Representative Director and President of the Company since June 2022. As he
possesses a wealth of experience and broad insight regarding the Group’s business and corporate management, the Company
has judged that he is suited for the position of the Company’s Director, and has thus designated him as a candidate.

-4-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1981
April 2015
June 2017
June 2018

2

Number ofshares of theCompany held

Joined the Company
General Manager, Secretarial Office
Executive Officer and General Manager, Secretarial OfficeSenior Executive Officer and General Manager, Secretarial
OfficeAugust 2018
Senior Executive Officer, the Company; Representative Director& President, Fujibo Apparel Corporation; Representative
Director & Chairman, Fujibo Trading Co., Ltd.
April 2019
Senior Executive Officer, the Company; Representative Director& President, Fujibo Apparel Corporation
June 2019
Director and Senior Executive Officer, the Company;
Representative Director & President, Fujibo ApparelYasuo Toyooka
Corporation(March 25, 1959)
10,551
June 2021
Representative Director and Managing Executive Officer, theCompany; Representative Director & President, Fujibo Apparel
Reelection
Corporation
June 2022
Representative Director and Senior Managing Executive Officer,
the Company; Representative Director & President, Fujibo
Apparel Corporation
To the present(Current responsibilities)
Supervisory duties of Lifestyle Apparel Business and Near-Future ProductDevelopment
Responsible for Customer Service, Advertising, and Osaka Branch(Significant concurrent positions)Representative Director & President, Fujibo Apparel Corporation[Reason for nomination as candidate for Director]
While serving as a responsible person in management departments and as Representative Director & President of a businesssubsidiary, Mr. Yasuo Toyooka has served as Representative Director of the Company since June 2021. As he possesses a
wealth of experience and broad insight regarding the Group’s business and corporate management, the Company has judgedthat he is suited for the position of the Company’s Director, and has thus designated him as a candidate.

-5-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1984
November 2010
April 2015

3

4

Number ofshares of theCompany held

Joined the Company
General Manager, Human Resources Development Office
General Manager Responsible for General Affairs, General
Affairs and Human Resources Department
June 2015
General Manager, General Affairs Department
April 2017
General Manager, General Affairs Department and General
Manager Responsible for Human Resources Department
Osamu Hirano
Executive Officer and General Manager, Secretarial Office(December 9, 1960) August 2018
8,349
June 2022
Director, Senior Executive Officer, and General Manager,
Secretarial Office
Reelection
June 2023
Representative Director, Managing Executive Officer, andGeneral Manager, Secretarial Office
To the present(Current responsibilities)
Responsible for General Affairs and Human Resources
General Manager, Secretarial Office[Reason for nomination as candidate for Director]
While serving as a responsible person in management departments, Mr. Osamu Hirano has served as Representative Directorof the Company since June 2023. As he possesses a wealth of experience and broad insight regarding the Group’s businessand corporate management, the Company has judged that he is suited for the position of the Company’s Director, and has thus
designated him as a candidate.
April 1989
Joined the Company
March 2013
Plant Manager, Nyugawa Plant, Fujibo Ehime Co., Ltd.
October 2015
Director and Managing Executive Officer
May 2017
Director and Senior Managing Executive Officer
January 2018
Director and Executive Vice President
April 2019
Representative Director & President
Executive Officer, the Company; Representative Director &Yoshimi Mochizuki June 2020
(November 24, 1966)
President, Fujibo Ehime Co., Ltd.
5,580
June 2021
Director and Senior Executive Officer, the Company;
Reelection
Representative Director & President, Fujibo Ehime Co., Ltd.
To the present(Current responsibilities)
Supervisory duties of Polishing Pad BusinessResponsible for Intellectual Properties and Facilities Administration(Significant concurrent positions)Representative Director & President, Fujibo Ehime Co., Ltd.
[Reason for nomination as candidate for Director]
While serving as Representative Director & President of a business subsidiary of the Company, Mr. Yoshimi Mochizuki hasserved as Director of the Company since June 2021. As he possesses a wealth of experience and broad insight regarding theGroup’s business and corporate management, the Company has judged that he is suited for the position of the Company’s
Director, and has thus designated him as a candidate.

-6-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1988
September 2011

5

Number ofshares of theCompany held

Joined the Mitsubishi Bank, Ltd. (currently MUFG Bank, Ltd.)
General Manager, Corporate Planning Dept. and General
Manager, Human Resources Dept., Mitsubishi UFJ Researchand Consulting Co., Ltd.
June 2013
General Manager, Private Banking Department, The Bank ofTokyo-Mitsubishi UFJ, Ltd. (currently MUFG Bank, Ltd.) (alsoserving as the same for Mitsubishi UFJ Financial Group, Inc.)
May 2015
General Manager, Public Relations Department (also serving as
the same for Mitsubishi UFJ Financial Group, Inc.)
Tatsuya Sasaki
Managing Executive Officer and General Manager, Business
June 2018(May 8, 1964)
Promotion Unit, Consulting Business Division, Mitsubishi UFJ
1,505
Research and Consulting Co., Ltd.
Reelection
Advisor, Corporate Planning Department, the Company
July 2022
October 2022
Executive Officer and General Manager Responsible forFinance and Accounting Department
June 2023
Director, Senior Executive Officer, and General Manager,
Finance and Accounting Department
To the present(Current responsibilities)
Responsible for Corporate Planning, IR, and Risk Management
General Manager, Finance and Accounting Department[Reason for nomination as candidate for Director]
After holding responsible positions in financial institutions, Mr. Tatsuya Sasaki has been serving as a Director of the Company
since June 2023. As he possesses a wealth of experience and broad insight regarding the Group’s business and corporate
management, the Company has judged that he is suited for the position of the Company’s Director, and has thus designatedhim as a candidate.

-7-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
December 1988
June 1992
December 2000
April 2008
April 2012

6

7

Number ofshares of theCompany held

Joined Recruit Co., Ltd.
Ran a translation/interpreting operation
Joined Space Design Inc.
Director
Chief Executive Officer, Jarman International K.K.
Ruth Marie Jarman
To the present(May 30, 1966)
June 2019
Outside Director, the Company
To the present
Reelection
2,800
June 2020
Outside Director, Member of the Board, KADOKAWACORPORATION
OutsideTo the present
March
2024
Outside Director, Earth Corporation
Independent
To the present(Significant concurrent positions)Chief Executive Officer, Jarman International K.K.
Outside Director, Member of the Board, KADOKAWA CORPORATION
Outside Director, Earth Corporation[Reason for nomination as candidate for Outside Director and summary of expected role]
Ms. Ruth Marie Jarman possesses abundant knowledge and experience regarding business strategy to satisfy international
clients as a consultant, and to utilize her professional insight and the viewpoint of a woman in the Company’s management,
the Company has designated her as a candidate. The Company expects her to supervise the Company’s management from astandpoint independent of the Company’s management.
April 1977
Joined Daikyo Oil Co., Ltd. (currently Cosmo Oil Co., Ltd.)
June 2002
General Manager, Fukuoka Branch, Cosmo Oil Co., Ltd.
June 2004
General Manager, Osaka Branch
June 2006
Executive Officer and General Manager, Sales Management
Hisashi Kobayashi
Department(November 12, 1954)
June 2008
Senior Executive Officer and General Manager, SalesManagement Department
Reelection
1,900
June 2010
Senior Executive Officer
June 2011
Director, Senior Executive Officer
OutsideJune 2014
Director, Senior Managing Executive Officer
October 2015
Transitioned to a holding company structure by establishing
Independent
Cosmo Energy Holdings Co., Ltd.
President and Representative Director, Cosmo Oil Co., Ltd.
June 2020
Outside Director, the Company
To the present[Reason for nomination as candidate for Outside Director and summary of expected role]
Mr. Hisashi Kobayashi has long been involved in management, and to utilize his wealth of experience and broad insight as acorporate manager in the Company’s management, the Company has designated him as a candidate. The Company expects
him to supervise the Company’s management from a standpoint independent of the Company’s management.

-8-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1990

Rieko Sato
(December 6, 1964)
Reelection
Outside8
Independent

9

Joined Tokyo Electric Power Company Co., Ltd. (currently
Tokyo Electric Power Company Holdings, Inc.)
April 2013
Executive Officer and Vice President, Customer Service
Company
April 2016
Managing Director, TEPCO Energy Partner, Incorporated
June 2017
Auditor, TEPCO Energy Partner, Incorporated
June 2022
Full-time Auditor, Tokyo Power Technology Ltd.
To the present
Outside Director, the Company
To the present(Significant concurrent positions)
Full-time Auditor, Tokyo Power Technology Ltd.

Number ofshares of theCompany held

700

[Reason for nomination as candidate for Outside Director and summary of expected role]
Ms. Rieko Sato has long been involved in management, and to utilize her wealth of experience and broad insight as a corporate
manager as well as the viewpoint as a woman in the Company’s management, the Company has designated her as a candidate.
The Company expects her to supervise the Company’s management from a standpoint independent of the Company’s
management.
April 1981
Joined Iwata Air Compressor Manufacturing Co., Ltd. (currently
ANEST IWATA Corporation)
April 2000
General Manager, Coating System Division, ANEST IWATA
Takahiro Tsubota
Corporation
June 2001
Director and General Manager, Coating System Division(May 15, 1957)
April 2003
Director, General Manager, Coating Equipment Division, andGeneral Manager, Coating System DivisionNew
0
April 2004
Director and General Manager, Coating Equipment & System
OutsideDivision
April 2008
President and Representative Director
April 2014
President, Representative Director, and Chief Executive Officer
Independent
April 2022
Chairman and Director
July 2023
AdvisorJune 2024
Scheduled to retire from Advisor[Reason for nomination as candidate for Outside Director and summary of expected role]
Mr. Takahiro Tsubota has long been involved in management, and to utilize his wealth of experience and broad insight as acorporate manager in the Company’s management, the Company has designated him as a candidate. The Company expects
him to supervise the Company’s management from a standpoint independent of the Company’s management.
(Notes)1. There are no special interests between each candidate for Director and the Company.
2. Ms. Ruth Marie Jarman, Mr. Hisashi Kobayashi, Ms. Rieko Sato, and Mr. Takahiro Tsubota are candidates for Outside
Directors.
3. The Company has designated Ms. Ruth Marie Jarman, Mr. Hisashi Kobayashi, and Ms. Rieko Sato as Independent
Directors as defined by the rules of the Tokyo Stock Exchange, and has made a submission to the said Exchange. The
Company also plans to designate Mr. Takahiro Tsubota as an Independent Director as defined by the rules of the Tokyo
Stock Exchange, and make a submission to the said Exchange.
4. Ms. Ruth Marie Jarman, Mr. Hisashi Kobayashi, and Ms. Rieko Sato are currently Outside Directors of the Company,
and at the conclusion of this General Meeting, their respective terms of office as Outside Directors will be five years for
Ms. Ruth Marie Jarman, four years for Mr. Hisashi Kobayashi, and two years for Ms. Rieko Sato.
5. In its Articles of Incorporation, the Company defines that it may conclude agreements with Directors (excluding
executive directors, etc.) to limit their liability for damages due to negligence of duties, and such liability limitationagreements have been concluded with Ms. Ruth Marie Jarman, Mr. Hisashi Kobayashi, and Ms. Rieko Sato with thelimit set as the amount stipulated by laws and regulations. In the event that Ms. Ruth Marie Jarman, Mr. Hisashi
Kobayashi, and Ms. Rieko Sato are reelected, the Company plans to continue said liability limitation agreements withthem. In the event that Mr. Takahiro Tsubota is elected, the Company plans to conclude a liability limitation agreementwith him, with the limit set as the amount stipulated by laws and regulations.
6. The Company has concluded a directors and officers liability insurance contract with an insurance company as stipulated
in Article 430-3, Paragraph 1 of the Companies Act. The insurance contract will compensate for damages and litigation
expenses to be borne by the insured in the event that a claim for damages is made against the insured due to an act
committed in his/her capacity as a director or an officer of the Company. Each candidate for Director will be included-9-

as the insured of the insurance contract. In addition, the Company plans to renew the insurance contract with the above
details at the next renewal.

- 10 -

Proposal 3:

Election of One Auditor

The term of office of Mr. Hideaki Onishi will expire at the conclusion of this year’s Annual General Meetingof Shareholders. Accordingly, the Company proposes the election of one Auditor.
Regarding the candidates for Auditor, the Nomination Committee, the majority of which consists of
independent Outside Directors, deliberates on the policy, procedures and original proposals, and the Board of
Directors determines the candidate for Auditor based on the recommendation of the Committee.
The Board of Auditors has given its consent to this proposal.
The candidate for Auditor is as follows:
Name(Date of birth)

Past experience, positions,and significant concurrent positions

Number ofshares of theCompany held

April 1988

Joined Oji Transportation Co., LTD. (currently Tokyo
Fukuyama Transporting Co., LTD.)May 2012
General Manager, Accounting Division, FUKUYAMA
TRANSPORTING, CO., LTD. (temporary assignment)
July 2013
Joined FUKUYAMA TRANSPORTING, CO., LTD.
Katsuhiko Okamoto August 2014
Executive Officer and General Manager, Accounting Division(March 20, 1966)
Executive Officer and Chief Manager, Accounting
February 2016
Management Division
April 2016
Executive Officer and General Manager, Management Office,New
0Internal Audit Office
July 2017
Executive Officer, General Manager, Accounting and FinanceOutsideManagement Division, and Responsible for Group Accounting
June 2018
Full-time Audit & Supervisory Board Member
Independent
June 2021
General Manager, Internal Audit Management Office,President’s Office
October 2022
General Manager, Adachi Branch, Tokyo Fukuyama
Transporting Co., LTD. (temporary assignment)
March 2024
Retired from FUKUYAMA TRANSPORTING, CO., LTD.
[Reason for nomination as candidate for Outside Auditor]
Mr. Katsuhiko Okamoto possesses experience in serving as a person in charge of departments responsible for finance andaccounting and Full-time Audit & Supervisory Board Member at another company. The Company has designated him as a
candidate in the expectation that he will audit the execution of Directors’ duties based on his abundant experience and broad
insight, from a standpoint independent of the management team.
(Notes)1. There are no special interests between the candidate for Auditor and the Company.
2. Mr. Katsuhiko Okamoto is a candidate for Outside Auditor.
3. The Company plans to designate Mr. Katsuhiko Okamoto as an Independent Auditor as defined by the rules of the Tokyo
Stock Exchange and make a submission to the said Exchange.
4. The Company has concluded a directors and officers liability insurance contract with an insurance company as stipulated
in Article 430-3, Paragraph 1 of the Companies Act. The insurance contract will compensate for damages and litigation
expenses to be borne by the insured in the event that a claim for damages is made against the insured due to an act
committed in his/her capacity as a director or an officer of the Company. The candidate for Auditor will be included as
the insured of the insurance contract. In addition, the Company plans to renew the insurance contract with the above
details at the next renewal.

- 11 -

(Reference) Knowledge and expertise expected from Directors and Auditors of the Company (skill matrix)
Name

Directors

Independent
officer

Corporate
Production
management,
technology,
management
safety, quality
strategy

Masahide Inoue

Male

●

Yasuo Toyooka

Male

●

Osamu Hirano

Male

●

Yoshimi Mochizuki

Male

●

Tatsuya Sasaki

Male

●

Sales,
marketing

Legal affairs,riskmanagement

International
experience

Financialaffairs,
accounting

●
●
●

●

●

●

Ruth Marie Jarman●

Female●●Hisashi Kobayashi

●

Male

●

●

●

Rieko Sato●

Female●●●Takahiro Tsubota

●

Male

●

Male

●

●

●

●

●

●

Atsunori Noguchi
Auditors

GenderKatsuhiko Okamoto

●

Male

Kotaro Otsuka

●

Male

●

Male

Katsuya Fujii

●

●

●
●

●

●

●

●
●

●

- 12 -●